EXHIBIT 24


                              POWERS OF ATTORNEY








                               POWER OF ATTORNEY


            KNOW  ALL MEN BY THESE  PRESENTS,  that  the  undersigned  officer
and/or director of THE SCOTTS COMPANY, an Ohio corporation,  which is about to
file with the Securities and Exchange Commission,  Washington, D.C., under the
provisions of the Securities Act of 1933, as amended, a Registration Statement
on FORM S-8 for the  registration of certain of its Common Shares for offering
and sale  pursuant  to The  Scotts  Company  1996  Stock  Option  Plan  hereby
constitutes and appoints Tadd C. Seitz and Christiane W. Schmenk,  and each of
them, as his true and lawful  attorneys-in-fact  and agents with full power of
substitution and resubstitution,  for him and in his name, place and stead, in
any and all capacities,  to sign such  Registration  Statement and any and all
amendments thereto, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission
and the New York Stock Exchange,  granting unto each of said attorneys-in-fact
and agents, and substitute or substitutes,  full power and authority to do and
perform each and every act and thing requisite and necessary to be done in and
about the premises,  as fully to all intents and purposes as he might or could
do in person,  hereby  ratifying and  confirming  all things that each of said
attorneys-in-fact  and agents, or his, her or their substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.

            IN WITNESS WHEREOF, the undersigned has hereunto set his hand this
8th day of June, 1996.




                                     /s/ James B Beard
                                         James B Beard







                               POWER OF ATTORNEY


            KNOW  ALL MEN BY THESE  PRESENTS,  that  the  undersigned  officer
and/or director of THE SCOTTS COMPANY, an Ohio corporation,  which is about to
file with the Securities and Exchange Commission,  Washington, D.C., under the
provisions of the Securities Act of 1933, as amended, a Registration Statement
on FORM S-8 for the  registration of certain of its Common Shares for offering
and sale  pursuant  to The  Scotts  Company  1996  Stock  Option  Plan  hereby
constitutes and appoints Tadd C. Seitz and Christiane W. Schmenk,  and each of
them, as his true and lawful  attorneys-in-fact  and agents with full power of
substitution and resubstitution,  for him and in his name, place and stead, in
any and all capacities,  to sign such  Registration  Statement and any and all
amendments thereto, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission
and the New York Stock Exchange,  granting unto each of said attorneys-in-fact
and agents, and substitute or substitutes,  full power and authority to do and
perform each and every act and thing requisite and necessary to be done in and
about the premises,  as fully to all intents and purposes as he might or could
do in person,  hereby  ratifying and  confirming  all things that each of said
attorneys-in-fact  and agents, or his, her or their substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.

            IN WITNESS WHEREOF, the undersigned has hereunto set his hand this
8th day of June, 1996.




                                     /s/ John S. Chamberlin
                                         John S. Chamberlin








                               POWER OF ATTORNEY


            KNOW  ALL MEN BY THESE  PRESENTS,  that  the  undersigned  officer
and/or director of THE SCOTTS COMPANY, an Ohio corporation,  which is about to
file with the Securities and Exchange Commission,  Washington, D.C., under the
provisions of the Securities Act of 1933, as amended, a Registration Statement
on FORM S-8 for the  registration of certain of its Common Shares for offering
and sale  pursuant  to The  Scotts  Company  1996  Stock  Option  Plan  hereby
constitutes and appoints Tadd C. Seitz and Christiane W. Schmenk,  and each of
them, as his true and lawful  attorneys-in-fact  and agents with full power of
substitution and resubstitution,  for him and in his name, place and stead, in
any and all capacities,  to sign such  Registration  Statement and any and all
amendments thereto, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission
and the New York Stock Exchange,  granting unto each of said attorneys-in-fact
and agents, and substitute or substitutes,  full power and authority to do and
perform each and every act and thing requisite and necessary to be done in and
about the premises,  as fully to all intents and purposes as he might or could
do in person,  hereby  ratifying and  confirming  all things that each of said
attorneys-in-fact  and agents, or his, her or their substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.

            IN WITNESS WHEREOF, the undersigned has hereunto set his hand this
4th day of June, 1996.




                                     /s/ Joseph P. Flannery
                                         Joseph P. Flannery







                               POWER OF ATTORNEY


            KNOW  ALL MEN BY THESE  PRESENTS,  that  the  undersigned  officer
and/or director of THE SCOTTS COMPANY, an Ohio corporation,  which is about to
file with the Securities and Exchange Commission,  Washington, D.C., under the
provisions of the Securities Act of 1933, as amended, a Registration Statement
on FORM S-8 for the  registration of certain of its Common Shares for offering
and sale  pursuant  to The  Scotts  Company  1996  Stock  Option  Plan  hereby
constitutes and appoints Tadd C. Seitz and Christiane W. Schmenk,  and each of
them, as his true and lawful  attorneys-in-fact  and agents with full power of
substitution and resubstitution,  for him and in his name, place and stead, in
any and all capacities,  to sign such  Registration  Statement and any and all
amendments thereto, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission
and the New York Stock Exchange,  granting unto each of said attorneys-in-fact
and agents, and substitute or substitutes,  full power and authority to do and
perform each and every act and thing requisite and necessary to be done in and
about the premises,  as fully to all intents and purposes as he might or could
do in person,  hereby  ratifying and  confirming  all things that each of said
attorneys-in-fact  and agents, or his, her or their substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.

            IN WITNESS WHEREOF, the undersigned has hereunto set his hand this
4th day of June, 1996.




                                     /s/ Horace Hagedorn
                                         Horace Hagedorn






                               POWER OF ATTORNEY


            KNOW  ALL MEN BY THESE  PRESENTS,  that  the  undersigned  officer
and/or director of THE SCOTTS COMPANY, an Ohio corporation,  which is about to
file with the Securities and Exchange Commission,  Washington, D.C., under the
provisions of the Securities Act of 1933, as amended, a Registration Statement
on FORM S-8 for the  registration of certain of its Common Shares for offering
and sale  pursuant  to The  Scotts  Company  1996  Stock  Option  Plan  hereby
constitutes and appoints Tadd C. Seitz and Christiane W. Schmenk,  and each of
them, as his true and lawful  attorneys-in-fact  and agents with full power of
substitution and resubstitution,  for him and in his name, place and stead, in
any and all capacities,  to sign such  Registration  Statement and any and all
amendments thereto, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission
and the New York Stock Exchange,  granting unto each of said attorneys-in-fact
and agents, and substitute or substitutes,  full power and authority to do and
perform each and every act and thing requisite and necessary to be done in and
about the premises,  as fully to all intents and purposes as he might or could
do in person,  hereby  ratifying and  confirming  all things that each of said
attorneys-in-fact  and agents, or his, her or their substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.

            IN WITNESS WHEREOF, the undersigned has hereunto set his hand this
4th day of June, 1996.




                                     /s/ James Hagedorn
                                         James Hagedorn






                               POWER OF ATTORNEY


            KNOW  ALL MEN BY THESE  PRESENTS,  that  the  undersigned  officer
and/or director of THE SCOTTS COMPANY, an Ohio corporation,  which is about to
file with the Securities and Exchange Commission,  Washington, D.C., under the
provisions of the Securities Act of 1933, as amended, a Registration Statement
on FORM S-8 for the  registration of certain of its Common Shares for offering
and sale  pursuant  to The  Scotts  Company  1996  Stock  Option  Plan  hereby
constitutes and appoints Tadd C. Seitz and Christiane W. Schmenk,  and each of
them, as his true and lawful  attorneys-in-fact  and agents with full power of
substitution and resubstitution,  for him and in his name, place and stead, in
any and all capacities,  to sign such  Registration  Statement and any and all
amendments thereto, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission
and the New York Stock Exchange,  granting unto each of said attorneys-in-fact
and agents, and substitute or substitutes,  full power and authority to do and
perform each and every act and thing requisite and necessary to be done in and
about the premises,  as fully to all intents and purposes as he might or could
do in person,  hereby  ratifying and  confirming  all things that each of said
attorneys-in-fact  and agents, or his, her or their substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.

            IN WITNESS WHEREOF, the undersigned has hereunto set his hand this
4th day of June, 1996.




                                     /s/ John Kenlon
                                         John Kenlon






                               POWER OF ATTORNEY


            KNOW  ALL MEN BY THESE  PRESENTS,  that  the  undersigned  officer
and/or director of THE SCOTTS COMPANY, an Ohio corporation,  which is about to
file with the Securities and Exchange Commission,  Washington, D.C., under the
provisions of the Securities Act of 1933, as amended, a Registration Statement
on FORM S-8 for the  registration of certain of its Common Shares for offering
and sale  pursuant  to The  Scotts  Company  1996  Stock  Option  Plan  hereby
constitutes and appoints Tadd C. Seitz and Christiane W. Schmenk,  and each of
them, as her true and lawful  attorneys-in-fact  and agents with full power of
substitution and resubstitution,  for her and in her name, place and stead, in
any and all capacities,  to sign such  Registration  Statement and any and all
amendments thereto, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission
and the New York Stock Exchange,  granting unto each of said attorneys-in-fact
and agents, and substitute or substitutes,  full power and authority to do and
perform each and every act and thing requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as she might or could
do in person,  hereby  ratifying and  confirming  all things that each of said
attorneys-in-fact  and agents, or his, her or their substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.

            IN WITNESS WHEREOF, the undersigned has hereunto set her hand this
4th day of June, 1996.




                                     /s/ Karen Gordon Mills
                                         Karen Gordon Mills





                               POWER OF ATTORNEY


            KNOW  ALL MEN BY THESE  PRESENTS,  that  the  undersigned  officer
and/or director of THE SCOTTS COMPANY, an Ohio corporation,  which is about to
file with the Securities and Exchange Commission,  Washington, D.C., under the
provisions of the Securities Act of 1933, as amended, a Registration Statement
on FORM S-8 for the  registration of certain of its Common Shares for offering
and sale  pursuant  to The  Scotts  Company  1996  Stock  Option  Plan  hereby
constitutes and appoints Tadd C. Seitz and Christiane W. Schmenk,  and each of
them, as his true and lawful  attorneys-in-fact  and agents with full power of
substitution and resubstitution,  for him and in his name, place and stead, in
any and all capacities,  to sign such  Registration  Statement and any and all
amendments thereto, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission
and the New York Stock Exchange,  granting unto each of said attorneys-in-fact
and agents, and substitute or substitutes,  full power and authority to do and
perform each and every act and thing requisite and necessary to be done in and
about the premises,  as fully to all intents and purposes as he might or could
do in person,  hereby  ratifying and  confirming  all things that each of said
attorneys-in-fact  and agents, or his, her or their substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.

            IN WITNESS WHEREOF, the undersigned has hereunto set his hand this
4th day of June, 1996.




                                     /s/ Tadd C. Seitz
                                         Tadd C. Seitz







                               POWER OF ATTORNEY


            KNOW  ALL MEN BY THESE  PRESENTS,  that  the  undersigned  officer
and/or director of THE SCOTTS COMPANY, an Ohio corporation,  which is about to
file with the Securities and Exchange Commission,  Washington, D.C., under the
provisions of the Securities Act of 1933, as amended, a Registration Statement
on FORM S-8 for the  registration of certain of its Common Shares for offering
and sale  pursuant  to The  Scotts  Company  1996  Stock  Option  Plan  hereby
constitutes and appoints Tadd C. Seitz and Christiane W. Schmenk,  and each of
them, as his true and lawful  attorneys-in-fact  and agents with full power of
substitution and resubstitution,  for him and in his name, place and stead, in
any and all capacities,  to sign such  Registration  Statement and any and all
amendments thereto, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission
and the New York Stock Exchange,  granting unto each of said attorneys-in-fact
and agents, and substitute or substitutes,  full power and authority to do and
perform each and every act and thing requisite and necessary to be done in and
about the premises,  as fully to all intents and purposes as he might or could
do in person,  hereby  ratifying and  confirming  all things that each of said
attorneys-in-fact  and agents, or his, her or their substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.

            IN WITNESS WHEREOF, the undersigned has hereunto set his hand this
4th day of June, 1996.




                                     /s/ Donald A. Sherman
                                         Donald A. Sherman







                               POWER OF ATTORNEY


            KNOW  ALL MEN BY THESE  PRESENTS,  that  the  undersigned  officer
and/or director of THE SCOTTS COMPANY, an Ohio corporation,  which is about to
file with the Securities and Exchange Commission,  Washington, D.C., under the
provisions of the Securities Act of 1933, as amended, a Registration Statement
on FORM S-8 for the  registration of certain of its Common Shares for offering
and sale  pursuant  to The  Scotts  Company  1996  Stock  Option  Plan  hereby
constitutes and appoints Tadd C. Seitz and Christiane W. Schmenk,  and each of
them, as his true and lawful  attorneys-in-fact  and agents with full power of
substitution and resubstitution,  for him and in his name, place and stead, in
any and all capacities,  to sign such  Registration  Statement and any and all
amendments thereto, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission
and the New York Stock Exchange  granting unto each of said  attorneys-in-fact
and agents, and substitute or substitutes,  full power and authority to do and
perform each and every act and thing requisite and necessary to be done in and
about the premises,  as fully to all intents and purposes as he might or could
do in person,  hereby  ratifying and  confirming  all things that each of said
attorneys-in-fact  and agents, or his, her or their substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.

            IN WITNESS WHEREOF, the undersigned has hereunto set his hand this
4th day of June, 1996.




                                     /s/ John M. Sullivan
                                         John M. Sullivan







                               POWER OF ATTORNEY


            KNOW  ALL MEN BY THESE  PRESENTS,  that  the  undersigned  officer
and/or director of THE SCOTTS COMPANY, an Ohio corporation,  which is about to
file with the Securities and Exchange Commission,  Washington, D.C., under the
provisions of the Securities Act of 1933, as amended, a Registration Statement
on FORM S-8 for the  registration of certain of its Common Shares for offering
and sale  pursuant  to The  Scotts  Company  1996  Stock  Option  Plan  hereby
constitutes and appoints Tadd C. Seitz and Christiane W. Schmenk,  and each of
them, as his true and lawful  attorneys-in-fact  and agents with full power of
substitution and resubstitution,  for him and in his name, place and stead, in
any and all capacities,  to sign such  Registration  Statement and any and all
amendments thereto, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission
and the New York Stock Exchange  granting unto each of said  attorneys-in-fact
and agents, and substitute or substitutes,  full power and authority to do and
perform each and every act and thing requisite and necessary to be done in and
about the premises,  as fully to all intents and purposes as he might or could
do in person,  hereby  ratifying and  confirming  all things that each of said
attorneys-in-fact  and agents, or his, her or their substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.

            IN WITNESS WHEREOF, the undersigned has hereunto set his hand this
4th day of June, 1996.



                                     /s/ L. Jack Van Fossen
                                         L. Jack Van Fossen






                               POWER OF ATTORNEY


            KNOW  ALL MEN BY THESE  PRESENTS,  that  the  undersigned  officer
and/or director of THE SCOTTS COMPANY, an Ohio corporation,  which is about to
file with the Securities and Exchange Commission,  Washington, D.C., under the
provisions of the Securities Act of 1933, as amended, a Registration Statement
on FORM S-8 for the  registration of certain of its Common Shares for offering
and sale  pursuant  to The  Scotts  Company  1996  Stock  Option  Plan  hereby
constitutes and appoints Tadd C. Seitz and Christiane W. Schmenk,  and each of
them, as his true and lawful  attorneys-in-fact  and agents with full power of
substitution and resubstitution,  for him and in his name, place and stead, in
any and all capacities,  to sign such  Registration  Statement and any and all
amendments thereto, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission
and the New York Stock Exchange,  granting unto each of said attorneys-in-fact
and agents, and substitute or substitutes,  full power and authority to do and
perform each and every act and thing requisite and necessary to be done in and
about the premises,  as fully to all intents and purposes as he might or could
do in person,  hereby  ratifying and  confirming  all things that each of said
attorneys-in-fact  and agents, or his, her or their substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.

            IN WITNESS WHEREOF, the undersigned has hereunto set his hand this
4th day of June, 1996.




                                     /s/ Paul D. Yeager
                                         Paul D. Yeager





                               POWER OF ATTORNEY


            KNOW  ALL MEN BY THESE  PRESENTS,  that  the  undersigned  officer
and/or director of THE SCOTTS COMPANY, an Ohio corporation,  which is about to
file with the Securities and Exchange Commission,  Washington, D.C., under the
provisions of the Securities Act of 1933, as amended, a Registration Statement
on FORM S-8 for the  registration of certain of its Common Shares for offering
and sale  pursuant  to The  Scotts  Company  1996  Stock  Option  Plan  hereby
constitutes and appoints Tadd C. Seitz and Christiane W. Schmenk,  and each of
them, as his true and lawful  attorneys-in-fact  and agents with full power of
substitution and resubstitution,  for him and in his name, place and stead, in
any and all capacities,  to sign such  Registration  Statement and any and all
amendments thereto, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission
and the New York Stock Exchange,  granting unto each of said attorneys-in-fact
and agents, and substitute or substitutes,  full power and authority to do and
perform each and every act and thing requisite and necessary to be done in and
about the premises,  as fully to all intents and purposes as he might or could
do in person,  hereby  ratifying and  confirming  all things that each of said
attorneys-in-fact  and agents, or his, her or their substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.

            IN WITNESS WHEREOF, the undersigned has hereunto set his hand this
3rd day of June, 1996.




                                     /s/ Todd R. White
                                         Todd R. White







                                   FORM S-8

           REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                               POWER OF ATTORNEY

                              The Scotts Company